##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended February 28, 2007
 Commission file number 000-10657
 LAIDLAW INTERNATIONAL, INC.
  DELAWARE
    
    98-0390488(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 55 Shuman Boulevard, Suite 400
Naperville, Illinois, 60563
 (630) 848-3000
 þ o
  þ o o
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). YES o NO þ
 
 þ o




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##### 



LAIDLAW INTERNATIONAL, INC.
 Page No.PART I. FINANCIAL INFORMATIONItem 1. Financial Statements:Consolidated Balance Sheets as of February 28, 2007 (Unaudited)
and August 31, 2006
    
    
    2Consolidated Statements of Operations for the Three and Six
Months Ended February 28, 2007 and 2006
(Unaudited)
    
    
    4Consolidated Statements of Cash Flows for the Six Months Ended
February 28, 2007 and 2006 (Unaudited)
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4. Controls and Procedures
    
    
    17PART II. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    18Item 1A. Risk Factors
    
    
    18Item 4. Submission of Matters to a Vote of Security Holders
    
    
    18Item 6. Exhibits
    
    
    19SIGNATURE
    
    
    19Section 302 Certification of Principal Executive OfficerSection 302 Certification of Principal Financial OfficerSection 906 Certification




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##### Table of Contents



PART I.  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 LAIDLAW INTERNATIONAL, INC.
 
 CONSOLIDATED BALANCE SHEETS
 ($ in millions)
 February 28,
    
    
    August 31,2007
    
    
    2006(unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    93.3
    
    
    $
    318.7Accounts receivable
    
    
    333.1
    
    
    
    210.5Insurance collateral
    
    
    69.1
    
    
    
    106.4Parts and supplies
    
    
    35.2
    
    
    
    40.7Deferred income tax assets
    
    
    43.7
    
    
    
    39.6Other current assets
    
    
    30.8
    
    
    
    24.8Total current assets
    
    
    605.2
    
    
    
    740.7Property and equipmentLand
    
    
    171.5
    
    
    
    164.6Buildings
    
    
    190.0
    
    
    
    191.0Vehicles
    
    
    1,818.2
    
    
    
    1,753.4Other
    
    
    147.7
    
    
    
    137.12,327.4
    
    
    
    2,246.1Less: Accumulated depreciation
    
    
    (730.3
    )
    
    
    (648.2
    )1,597.1
    
    
    
    1,597.9Other assetsInsurance collateral
    
    
    317.8
    
    
    
    303.4Other long-term investments
    
    
    27.6
    
    
    
    29.3Contracts and customer relationships
    
    
    72.7
    
    
    
    68.5Deferred income tax assets
    
    
    220.9
    
    
    
    267.4Deferred charges and other assets
    
    
    34.4
    
    
    
    31.5673.4
    
    
    
    700.1Total assets
    
    $
    2,875.7
    
    
    $
    3,038.7
  2




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LAIDLAW INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEETS
($ in millions)
 February 28,
    
    
    August 31,2007
    
    
    2006(unaudited)LIABILITIESCurrent liabilitiesAccounts payable
    
    $
    76.2
    
    
    $
    140.3Accrued employee compensation
    
    
    109.3
    
    
    
    112.7Other accrued liabilities
    
    
    86.8
    
    
    
    95.8Current portion of insurance reserves
    
    
    139.2
    
    
    
    147.8Current portion of long-term debt
    
    
    47.5
    
    
    
    34.7Total current liabilities
    
    
    459.0
    
    
    
    531.3Long-term debt
    
    
    721.4
    
    
    
    772.6Insurance reserves
    
    
    344.4
    
    
    
    339.7Pension liability
    
    
    105.8
    
    
    
    104.5Other long-term liabilities
    
    
    79.2
    
    
    
    82.7Total liabilities
    
    
    1,709.8
    
    
    
    1,830.8SHAREHOLDERS EQUITYCommon shares; $0.01 par value per share;
issued and outstanding 79.4 million
(August 31, 2006  81.6 million)
    
    
    0.8
    
    
    
    0.8Additional paid in capital
    
    
    748.8
    
    
    
    814.5Accumulated other comprehensive income
    
    
    69.8
    
    
    
    77.8Retained earnings
    
    
    346.5
    
    
    
    314.8Total shareholders equity
    
    
    1,165.9
    
    
    
    1,207.9Total liabilities and shareholders equity
    
    $
    2,875.7
    
    
    $
    3,038.7
  3




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LAIDLAW INTERNATIONAL, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 ($ in millions except per share amounts)
 (unaudited)
 Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 28,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    $
    790.9
    
    
    $
    789.0
    
    
    $
    1,649.0
    
    
    $
    1,635.8Compensation expense
    
    
    401.1
    
    
    
    396.0
    
    
    
    822.4
    
    
    
    802.7Vehicle related costs
    
    
    61.3
    
    
    
    61.8
    
    
    
    120.9
    
    
    
    124.9Fuel
    
    
    65.9
    
    
    
    60.3
    
    
    
    135.8
    
    
    
    125.6Insurance and accident claim costs
    
    
    29.3
    
    
    
    34.5
    
    
    
    73.1
    
    
    
    81.6Occupancy costs
    
    
    40.7
    
    
    
    41.9
    
    
    
    79.1
    
    
    
    80.6Depreciation and amortization
    
    
    60.9
    
    
    
    57.1
    
    
    
    122.9
    
    
    
    115.7Other operating expenses
    
    
    76.7
    
    
    
    72.1
    
    
    
    160.0
    
    
    
    142.7Operating income
    
    
    55.0
    
    
    
    65.3
    
    
    
    134.8
    
    
    
    162.0Interest expense
    
    
    (14.3
    )
    
    
    (5.4
    )
    
    
    (29.2
    )
    
    
    (10.9
    )Other income (expense), net
    
    
    (8.7
    )
    
    
    2.0
    
    
    
    (10.6
    )
    
    
    3.8Income from continuing operations
before income taxes
    
    
    32.0
    
    
    
    61.9
    
    
    
    95.0
    
    
    
    154.9Income tax expense
    
    
    (13.5
    )
    
    
    (24.1
    )
    
    
    (36.4
    )
    
    
    (59.1
    )Income from continuing operations
    
    
    18.5
    
    
    
    37.8
    
    
    
    58.6
    
    
    
    95.8Loss from discontinued operations
    
    
    
    
    
    
    (3.8
    )
    
    
    
    
    
    
    (3.5
    )Net income
    
    $
    18.5
    
    
    $
    34.0
    
    
    $
    58.6
    
    
    $
    92.3Basic earnings (loss) per shareContinuing operations
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.73
    
    
    $
    0.96Discontinued operations
    
    
    
    
    
    
    (0.04
    )
    
    
    
    
    
    
    (0.04
    )Net income
    
    $
    0.23
    
    
    $
    0.34
    
    
    $
    0.73
    
    
    $
    0.92Diluted earnings (loss) per shareContinuing operations
    
    $
    0.23
    
    
    $
    0.38
    
    
    $
    0.73
    
    
    $
    0.96Discontinued operations
    
    
    
    
    
    
    (0.04
    )
    
    
    
    
    
    
    (0.04
    )Net income
    
    $
    0.23
    
    
    $
    0.34
    
    
    $
    0.73
    
    
    $
    0.92Dividends per share
    
    $
    0.17
    
    
    $
    0.15
    
    
    $
    0.34
    
    
    $
    0.30Average shares outstanding
    
    
    79.3
    
    
    
    99.8
    
    
    
    79.6
    
    
    
    100.0Effect of dilutive securities
    
    
    0.5
    
    
    
    0.4
    
    
    
    0.5
    
    
    
    0.4Average diluted shares outstanding
    
    
    79.8
    
    
    
    100.2
    
    
    
    80.1
    
    
    
    100.4
  4




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LAIDLAW INTERNATIONAL, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 ($ in millions)
 (unaudited)
 Six Months Ended February 28,2007
    
    
    2006Operating activitiesNet income
    
    $
    58.6
    
    
    $
    92.3Loss from discontinued operations
    
    
    
    
    
    
    3.5Non-cash adjustments to net incomeDepreciation and amortization
    
    
    122.9
    
    
    
    115.7Deferred income taxes
    
    
    34.6
    
    
    
    57.6Other non-cash items
    
    
    5.4
    
    
    
    5.9Net change in certain operating assets and liabilitiesAccounts receivable
    
    
    (139.5
    )
    
    
    (117.8
    )Insurance collateral
    
    
    27.3
    
    
    
    10.6Accounts payable and accrued liabilities
    
    
    (2.2
    )
    
    
    8.4Insurance reserves
    
    
    (2.8
    )
    
    
    6.7Other assets and liabilities
    
    
    (7.5
    )
    
    
    (23.4
    )Net cash provided by operating activities
    
    $
    96.8
    
    
    $
    159.5Investing activitiesPurchase of property and equipment
    
    $
    (202.6
    )
    
    $
    (156.1
    )Proceeds from sale of property and equipment
    
    
    26.4
    
    
    
    15.3Expended on acquisitions
    
    
    (13.1
    )
    
    
    Net decrease in performance bond collateral
    
    
    4.2
    
    
    
    0.5Other investing activities
    
    
    1.1
    
    
    
    (0.7
    )Net cash used by investing activities
    
    $
    (184.0
    )
    
    $
    (141.0
    )Financing activitiesRepurchase of common stock
    
    $
    (74.3
    )
    
    $
    (41.7
    )Dividend payments
    
    
    (27.0
    )
    
    
    (30.0
    )Principal payments on long-term debt
    
    
    (16.3
    )
    
    
    (9.4
    )Net decrease in revolver
    
    
    (20.8
    )
    
    
    Other financing activities
    
    
    0.2
    
    
    
    Net cash used by financing activities
    
    $
    (138.2
    )
    
    $
    (81.1
    )Discontinued operationsOperating cash flows from discontinued operations
    
    $
    
    
    
    $
    0.5Net cash provided by discontinued operations
    
    $
    
    
    
    $
    0.5Net decrease in cash and cash equivalents
    
    $
    (225.4
    )
    
    $
    (62.1
    )Cash and cash equivalents  beginning of period
    
    
    318.7
    
    
    
    217.3Cash and cash equivalents  end of period
    
    $
    93.3
    
    
    $
    155.2
  5




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LAIDLAW INTERNATIONAL, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE AND SIX MONTH PERIODS ENDED FEBRUARY 28, 2007
 (Unaudited)
 Note 1  Corporate overview and basis of presentation
 Corporate overview
  Basis of presentation
  Note 2  FirstGroup merger
   6




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Note 3  Comprehensive income
  Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 28,2007
    
    
    2006
    
    
    2007
    
    
    2006Net income
    
    $
    18.5
    
    
    $
    34.0
    
    
    $
    58.6
    
    
    $
    92.3Net unrealized gain
(loss) on: Securities
    
    
    (0.8
    )
    
    
    1.6
    
    
    
    3.8
    
    
    
    (3.2
    )Interest rate swaps
    
    
    0.2
    
    
    
    0.5
    
    
    
    (0.7
    )
    
    
    1.9Fuel hedge
    
    
    1.7
    
    
    
    
    
    
    
    0.9
    
    
    
    Foreign currency
translation
adjustments
    
    
    (5.1
    )
    
    
    9.7
    
    
    
    (12.0
    )
    
    
    16.9Total comprehensive income
    
    $
    14.5
    
    
    $
    45.8
    
    
    $
    50.6
    
    
    $
    107.9
 Note 4  Stock awards and options
  Stock options
 Restricted Shares
 Deferred Shares
 7




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Note 5  Pension plans
  Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 28,2007
    
    
    2006
    
    
    2007
    
    
    2006Components of net pension
benefit costService cost
    
    $
    2.5
    
    
    $
    3.3
    
    
    $
    5.2
    
    
    $
    5.5Interest cost
    
    
    13.3
    
    
    
    14.0
    
    
    
    26.8
    
    
    
    26.2Expected return on plan assets
    
    
    (13.4
    )
    
    
    (14.9
    )
    
    
    (27.6
    )
    
    
    (27.5
    )Net pension benefit cost
    
    $
    2.4
    
    
    $
    2.4
    
    
    $
    4.4
    
    
    $
    4.2
 Note 6  Material contingencies
 Legal proceedings
  Environmental matters
  Income tax matters
  8




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Note 7  Repurchase of common stock
  Note 8  Statement of cash flows
  Note 9  Segment information
   Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 28,2007
    
    
    2006
    
    
    2007
    
    
    2006RevenueEducation services
    
    $
    444.4
    
    
    $
    420.5
    
    
    $
    946.1
    
    
    $
    884.2Greyhound
    
    
    271.3
    
    
    
    293.8
    
    
    
    550.8
    
    
    
    598.4Public transit
    
    
    75.2
    
    
    
    74.7
    
    
    
    152.1
    
    
    
    153.2Consolidated
    
    $
    790.9
    
    
    $
    789.0
    
    
    $
    1,649.0
    
    
    $
    1,635.8EBITDAEducation services
    
    $
    92.2
    
    
    $
    91.9
    
    
    $
    204.1
    
    
    $
    207.3Greyhound
    
    
    17.2
    
    
    
    26.3
    
    
    
    42.8
    
    
    
    61.2Public transit
    
    
    6.5
    
    
    
    4.2
    
    
    
    10.8
    
    
    
    9.2Consolidated
    
    
    115.9
    
    
    
    122.4
    
    
    
    257.7
    
    
    
    277.7Depreciation and amortization
    
    
    (60.9
    )
    
    
    (57.1
    )
    
    
    (122.9
    )
    
    
    (115.7
    )Operating income
    
    
    55.0
    
    
    
    65.3
    
    
    
    134.8
    
    
    
    162.0Interest expense
    
    
    (14.3
    )
    
    
    (5.4
    )
    
    
    (29.2
    )
    
    
    (10.9
    )Other income (expense), net
    
    
    (8.7
    )
    
    
    2.0
    
    
    
    (10.6
    )
    
    
    3.8Income tax expense
    
    
    (13.5
    )
    
    
    (24.1
    )
    
    
    (36.4
    )
    
    
    (59.1
    )Income from continuing
operations
    
    
    18.5
    
    
    
    37.8
    
    
    
    58.6
    
    
    
    95.8Loss from discontinued
operations
    
    
    
    
    
    
    (3.8
    )
    
    
    
    
    
    
    (3.5
    )Net income
    
    $
    18.5
    
    
    $
    34.0
    
    
    $
    58.6
    
    
    $
    92.3
  9




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Note 10  Business interruption settlement
  Note 11  Recent accounting pronouncement
 .
 10




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
 General
 Corporate overview
  Results of Operations
 Percentage of revenue
 Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 28,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Compensation expense
    
    
    50.7
    
    
    
    50.3
    
    
    
    50.0
    
    
    
    49.1Vehicle related costs
    
    
    7.8
    
    
    
    7.8
    
    
    
    7.3
    
    
    
    7.6Fuel
    
    
    8.3
    
    
    
    7.6
    
    
    
    8.2
    
    
    
    7.7Insurance and accident claim costs
    
    
    3.7
    
    
    
    4.4
    
    
    
    4.4
    
    
    
    5.0Occupancy costs
    
    
    5.1
    
    
    
    5.3
    
    
    
    4.8
    
    
    
    4.9Depreciation and amortization
    
    
    7.7
    
    
    
    7.2
    
    
    
    7.4
    
    
    
    7.1Other operating expenses
    
    
    9.7
    
    
    
    9.1
    
    
    
    9.7
    
    
    
    8.7Operating income
    
    
    7.0
    
    
    
    8.3
    
    
    
    8.2
    
    
    
    9.9Interest expense
    
    
    (1.9
    )
    
    
    (0.8
    )
    
    
    (1.8
    )
    
    
    (0.6
    )Other income (expense), net
    
    
    (1.1
    )
    
    
    0.3
    
    
    
    (0.6
    )
    
    
    0.2Income from continuing operations
before income taxes
    
    
    4.0
    
    
    
    7.8
    
    
    
    5.8
    
    
    
    9.5Income tax expense
    
    
    (1.7
    )
    
    
    (3.0
    )
    
    
    (2.2
    )
    
    
    (3.6
    )Income from continuing operations
    
    
    2.3
    
    
    
    4.8
    
    
    
    3.6
    
    
    
    5.9Loss from discontinued operations
    
    
    
    
    
    
    (0.5
    )
    
    
    
    
    
    
    (0.3
    )Net income
    
    
    2.3
    %
    
    
    4.3
    %
    
    
    3.6
    %
    
    
    5.6
    %
 11




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Revenue and EBITDA by business segment
 Education services
 EBITDA($ in millions)
    
    Revenue
    
    EBITDA
    
    MarginThree months endedFebruary 28, 2007
    
    $
    444.4
    
    
    $
    92.2
    
    
    
    20.7
    %February 28, 2006
    
    
    420.5
    
    
    
    91.9
    
    
    
    21.9Percentage increase (decrease)
    
    
    5.7
    %
    
    
    0.3
    %
    
    (120
    )BP*Six months endedFebruary 28, 2007
    
    $
    946.1
    
    
    $
    204.1
    
    
    
    21.6
    %February 28, 2006
    
    
    884.2
    
    
    
    207.3
    
    
    
    23.4Percentage increase (decrease)
    
    
    7.0
    %
    
    
    (1.5
    )%
    
    (180
    )BP*
 
 *
    
    Decrease in EBITDA margin is expressed in basis points   Greyhound
 EBITDA($ in millions)
    
    Revenue
    
    EBITDA
    
    MarginThree months endedFebruary 28, 2007
    
    $
    271.3
    
    
    $
    17.2
    
    
    
    6.3
    %February 28, 2006
    
    
    293.8
    
    
    
    26.3
    
    
    
    9.0Percentage decrease
    
    
    (7.7
    )%
    
    
    (34.6
    )%
    
    (270
    )BP*Six months endedFebruary 28, 2007
    
    $
    550.8
    
    
    $
    42.8
    
    
    
    7.8
    %February 28, 2006
    
    
    598.4
    
    
    
    61.2
    
    
    
    10.2Percentage decrease
    
    
    (8.0
    )%
    
    
    (30.1
    )%
    
    (240
    )BP*
 
 *
    
    Decrease in EBITDA margin is expressed in basis points 12




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Public transit
 EBITDA($ in millions)
    
    Revenue
    
    EBITDA
    
    MarginThree months endedFebruary 28, 2007
    
    $
    75.2
    
    
    $
    6.5
    
    
    
    8.6
    %February 28, 2006
    
    
    74.7
    
    
    
    4.2
    
    
    
    5.6Percentage increase
    
    
    0.7
    %
    
    
    54.8
    %
    
    300
    BP*Six months endedFebruary 28, 2007
    
    $
    152.1
    
    
    $
    10.8
    
    
    
    7.1
    %February 28, 2006
    
    
    153.2
    
    
    
    9.2
    
    
    
    6.0Percentage increase (decrease)
    
    
    (0.7
    )%
    
    
    17.4
    %
    
    110
    BP*
 
 *
    
    Increase in EBITDA margin is expressed in basis points   13




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##### Table of Contents



Depreciation and amortization expense
  Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 28,2007
    
    
    2006
    
    
    2007
    
    
    2006Education services
    
    $
    41.7
    
    
    $
    35.2
    
    
    $
    84.9
    
    
    $
    73.1Greyhound
    
    
    16.8
    
    
    
    19.6
    
    
    
    33.3
    
    
    
    37.8Public transit services
    
    
    2.4
    
    
    
    2.3
    
    
    
    4.7
    
    
    
    4.8Total
    
    $
    60.9
    
    
    $
    57.1
    
    
    $
    122.9
    
    
    $
    115.7
  Interest expense
  Other income (expense), net
  Income tax expense
  Discontinued operations
  14




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##### Table of Contents



Liquidity and capital resources
     Commitments and contingencies
  15




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Forward-looking statements
  -
    
    Risks and uncertainties related to the proposed merger with FirstGroup,
including but not limited to receiving approval from the stockholders of both
Laidlaw and FirstGroup and the required regulatory agencies as well as other
customary closing conditions;-
    
    Economic and other market factors, including competitive pressures and changes
in pricing policies;-
    
    The ability to implement initiatives designed to increase operating
efficiencies or improve results;-
    
    Costs and risks associated with litigation and indemnification obligations;-
    
    Changes in interpretations of existing, or the adoption of new, legislation,
regulations or other laws;-
    
    The potential for rising labor costs and actions taken by organized labor unions;-
    
    Continued increases in prices of fuel and potential shortages;-
    
    Control of costs related to accident and other risk management claims;-
    
    Terrorism and other acts of violence;-
    
    The ability to produce sufficient future taxable income to allow us to recover
our deferred tax assets;-
    
    The ability to pay dividends;-
    
    Potential changes in the mix of businesses we operate; and-
    
    The inability to earn sufficient returns on pension plan assets thus requiring
increased funding.
  16




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##### Table of Contents



LAIDLAW INTERNATIONAL, INC.
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
     
 Item 4. Controls and Procedures
   17




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##### Table of Contents



LAIDLAW INTERNATIONAL, INC.
 
 PART II. OTHER INFORMATION
 
 Item 1. Legal proceedings
  
 Item 1A. Risk factors
 The trading price for our common stock is close to the acquisition price per share proposed in the
Merger Agreement.
  Significant fees may be incurred if the Merger Agreement is terminated under certain conditions.
   
 Item 4. Submission of Matters to a Vote of Security Holders
  Proposal 1:
  Number of VotesAuthorityFor
    
    WithheldJohn F. Chlebowski
    
    
    74,377,494
    
    
    
    46,384James H. Dickerson, Jr.
    
    
    74,377,334
    
    
    
    46,544Maria A. Sastre
    
    
    74,179,879
    
    
    
    243,999
  18




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##### Table of Contents



Proposal 2:
  
 Item 6. Exhibits
 31.1
    
    Principal Executive Officers Certifications Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Principal Financial Officers Certifications Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act
of 2002).
 
 SIGNATURE
  LAIDLAW INTERNATIONAL, INC.By: /s/ Jeffrey W. SandersDate: April 9, 2007
    
    Jeffrey W. SandersVice President, Chief Financial OfficerDuly Authorized Officer and Principal Financial Officer
 19